SFLY / Shutterfly, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Компания Shutterfly, Inc.
US ˙ NASDAQ ˙ US82568P3047
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
LEI 549300I1C8WJQ5FZE154
CIK 1125920
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Shutterfly, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
October 7, 2019 15-12B

SFLY / Shutterfly, Inc. 15-12B - - FORM 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33031 SHUTTERFLY, Inc. (Exact name of registrant as specifie

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No.

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No.

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No.

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No.

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No.

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No.

September 25, 2019 S-8 POS

SFLY / Shutterfly, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d803673ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-226737 Registration No. 333-218438 Registration No. 333-211706 Registration No. 333-208793 Registration No. 333-207616 Registration No. 333-202142 Registration No. 333-193941 Registration No. 333-186675 Registration No. 333-178986 Registration No. 333-173939 Registrat

September 25, 2019 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission Fil

September 25, 2019 EX-3.2

Amended and Restated By-Laws of the Company.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SHUTTERFLY, INC. ARTICLE I OFFICES Section 1. REGISTERED OFFICES. The registered office shall be in Wilmington, Delaware, or such other location as the Board of Directors may determine or the business of the corporation may require. Section 2. OTHER OFFICES. The corporation may also have offices at such other places both within and without the Stat

September 25, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission Fil

September 25, 2019 EX-99.1

SHUTTERFLY, INC. AND AFFILIATES OF CERTAIN FUNDS MANAGED BY AFFILIATES OF APOLLO GLOBAL MANAGEMENT, INC. ANNOUNCE THE CLOSING OF THE PREVIOUSLY ANNOUNCED TRANSACTION AMONGST THE PARTIES

EX-99.1 4 d798773dex991.htm EX-99.1 Exhibit 99.1 SHUTTERFLY, INC. AND AFFILIATES OF CERTAIN FUNDS MANAGED BY AFFILIATES OF APOLLO GLOBAL MANAGEMENT, INC. ANNOUNCE THE CLOSING OF THE PREVIOUSLY ANNOUNCED TRANSACTION AMONGST THE PARTIES Shutterfly, Inc. stockholders receive $51.00 per share in cash in a transaction with an enterprise value of $2.7 billion REDWOOD CITY, Calif. –(BUSINESS WIRE)—Sept.

September 25, 2019 EX-3.1

Amended and Restated Certificate of Incorporation of the Company.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHUTTERFLY, INC. (a Delaware corporation) ARTICLE I The name of this corporation (the “Corporation”) shall be Shutterfly, Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of

September 6, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission File

September 6, 2019 EX-99.1

Excerpt from Lender Presentation, dated September 6, 2019.

EX-99.1 Source: Management. Note: SPM stands for Single Platform Migration. * Revenue by product is presented on an ordered basis resulting in non-GAAP financial measures. A reconciliation has been provided through a billed adjustment line item, which allows Shutterfly to reconcile ordered revenue on a product line basis to GAAP net revenue. Shutterfly – Consumer Segment Commentary The “core” Cons

August 28, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission File N

August 16, 2019 DEFA14A

SFLY / Shutterfly, Inc. DEFA14A - - DEFA14A

DEFA14A 1 d793017ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

August 12, 2019 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission File Nu

August 7, 2019 EX-99.1

Shutterfly Announces Second Quarter 2019 Financial Results

Shutterfly Announces Second Quarter 2019 Financial Results REDWOOD CITY, California, August 7, 2019 - Shutterfly, Inc.

August 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2019 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94-3330068 (Commission Fil

August 7, 2019 EX-32.02

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).**

Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Michael Pope, Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (

August 7, 2019 EX-31.02

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Pope, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material

August 7, 2019 EX-31.01

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ryan O'Hara, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material f

August 7, 2019 EX-32.01

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).**

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Christopher North, the President and Chief Executive Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (i)

August 7, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33031 SHUTTERFLY, INC.

July 30, 2019 DEFM14A

SFLY / Shutterfly, Inc. DEFM14A - - DEFM14A

DEFM14A 1 d756106ddefm14a.htm DEFM14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement

July 19, 2019 PREM14A

SFLY / Shutterfly, Inc. PREM14A - - PREM14A

PREM14A 1 d756106dprem14a.htm PREM14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement

July 19, 2019 EX-99.1

LIFETOUCH INC. C O N T E N T S PAGE CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) 1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) 2 CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) 3 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4

EX-99.1 Exhibit 99.1 LIFETOUCH INC. MINNEAPOLIS, MINNESOTA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) THREE AND NINE MONTHS ENDED MARCH 31, 2018 AND 2017 LIFETOUCH INC. C O N T E N T S PAGE CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) 1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) 2 CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) 3 NOTES TO CONSOLIDATED FINANCIAL STATE

July 19, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission File

July 19, 2019 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS The following unaudited pro forma condensed combined statement of operations is based upon the historical statements of operations of Shutterfly, Inc. (“Shutterfly” or the “Company”) and Lifetouch Inc. (“Lifetouch”) after giving effect to Shutterfly’s acquisition of Lifetouch on April 2, 2018 (the “Transaction”), d

July 19, 2019 EX-99.2

Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018, and related notes thereto

EX-99.2 3 d775336dex992.htm EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS The following unaudited pro forma condensed combined statement of operations is based upon the historical statements of operations of Shutterfly, Inc. (“Shutterfly” or the “Company”) and Lifetouch Inc. (“Lifetouch”) after giving effect to Shutterfly’s acquisition of Lifetouch on April 2,

July 19, 2019 DEFA14A

SFLY / Shutterfly, Inc. DEFA14A - - 8-K

DEFA14A 1 d775336d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorp

July 19, 2019 EX-99.1

Unaudited consolidated interim financial statements of Lifetouch Inc., which consist of the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended March 31, 2018 and 2017 and the consolidated statement of cash flows for the nine months ended March 31, 2018 and 2017, as well as the accompanying notes thereto.

EX-99.1 Exhibit 99.1 LIFETOUCH INC. MINNEAPOLIS, MINNESOTA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) THREE AND NINE MONTHS ENDED MARCH 31, 2018 AND 2017 LIFETOUCH INC. C O N T E N T S PAGE CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) 1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) 2 CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) 3 NOTES TO CONSOLIDATED FINANCIAL STATE

July 3, 2019 SC 13D/A

SFLY / Shutterfly, Inc. / Okumus Fund Management Ltd. - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da11023000607022019.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Shutterfly, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of

June 26, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission

June 24, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission File

June 10, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d742679d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorp

June 10, 2019 EX-99.1

[SIGNATURE PAGE TO AGREEMENT FOLLOWS]

EX-99.1 2 d742679dex991.htm EX-99.1 Exhibit 99.1 June 1, 2019 Ryan O’Hara c/o Shutterfly, Inc. 2800 Bridge Parkway Redwood City, CA 94065 Dear Ryan: On behalf of Shutterfly, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as President and Chief Executive Officer of the Company. 1. Position. Effective on the Employment Date (as d

June 10, 2019 EX-99.2

SHUTTERFLY INC. NAMES RYAN O’HARA PRESIDENT AND CHIEF EXECUTIVE OFFICER

EX-99.2 3 d742679dex992.htm EX-99.2 Exhibit 99.2 SHUTTERFLY INC. NAMES RYAN O’HARA PRESIDENT AND CHIEF EXECUTIVE OFFICER REDWOOD CITY, Calif.—(BUSINESS WIRE)—Monday, June 10, 2019— Shutterfly, Inc. (NASDAQ: SFLY), the leading retailer and manufacturing platform dedicated to helping capture, preserve, and share life’s important moments, today announced the appointment of Ryan O’Hara as President an

June 10, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission

June 10, 2019 EX-3.1

Amendment to Restated Bylaws

EX-3.1 3 d757224dex31.htm EX-3.1 Exhibit 3.1 AMENDMENT TO RESTATED BYLAWS OF SHUTTERFLY, INC. (the “Corporation”) Dated: June 9, 2019 The Restated Bylaws of the Corporation (the “Bylaws”) are hereby amended as follows: 1. A new Article XI entitled “Forum Selection” shall be added to the Bylaws and the following paragraph shall be added to the Bylaws as a new section 11.1: “Forum Selection. Unless

June 10, 2019 EX-99.1

Shutterfly, Inc. Agrees to be Acquired by Certain Funds Managed by Affiliates of Apollo Global Management in an All-Cash Transaction with an Enterprise Value of $2.7 Billion Shutterfly, Inc. stockholders to receive $51.00 per share in cash

EX-99.1 Exhibit 99.1 Shutterfly, Inc. Agrees to be Acquired by Certain Funds Managed by Affiliates of Apollo Global Management in an All-Cash Transaction with an Enterprise Value of $2.7 Billion Shutterfly, Inc. stockholders to receive $51.00 per share in cash Redwood City, CA – June 10, 2019 – Shutterfly, Inc. (Nasdaq: SFLY) (“Shutterfly” or the “Company”), a leading retailer and manufacturing pl

June 10, 2019 EX-2.1

Agreement and Plan of Merger among Photo Holdings, LLC, Photo Holdings Merger Sub, Inc., and Shutterfly, Inc., dated as of June 10, 2019

EX-2.1 Table of Contents Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among PHOTO HOLDINGS, LLC, a Delaware limited liability company, PHOTO HOLDINGS MERGER SUB, INC., a Delaware corporation, and SHUTTERFLY, INC., a Delaware corporation Dated as of June 10, 2019 Table of Contents TABLE OF CONTENTS ARTICLE I DESCRIPTION OF TRANSACTION 2 Section 1.1 The Merger 2 Section 1.2 Effects of the

June 10, 2019 DEFA14A

SFLY / Shutterfly, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 10, 2019 DEFA14A

SFLY / Shutterfly, Inc. DEFA14A - - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission

June 10, 2019 EX-99.1

Offer Letter of Employment, dated June 1, 2019, by and between Shutterfly, Inc. and O’Hara.

EX-99.1 2 d742679dex991.htm EX-99.1 Exhibit 99.1 June 1, 2019 Ryan O’Hara c/o Shutterfly, Inc. 2800 Bridge Parkway Redwood City, CA 94065 Dear Ryan: On behalf of Shutterfly, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as President and Chief Executive Officer of the Company. 1. Position. Effective on the Employment Date (as d

June 10, 2019 EX-99.2

Press Release issued by Shutterfly, Inc., dated June 10, 2019.

EX-99.2 Exhibit 99.2 SHUTTERFLY INC. NAMES RYAN O’HARA PRESIDENT AND CHIEF EXECUTIVE OFFICER REDWOOD CITY, Calif.—(BUSINESS WIRE)—Monday, June 10, 2019— Shutterfly, Inc. (NASDAQ: SFLY), the leading retailer and manufacturing platform dedicated to helping capture, preserve, and share life’s important moments, today announced the appointment of Ryan O’Hara as President and Chief Executive Officer, e

June 10, 2019 DEFA14A

SFLY / Shutterfly, Inc. DEFA14A - - FORM 8-K

DEFA14A 1 d757224d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of in

June 10, 2019 EX-3.1

Amendment to Restated Bylaws

EX-3.1 Exhibit 3.1 AMENDMENT TO RESTATED BYLAWS OF SHUTTERFLY, INC. (the “Corporation”) Dated: June 9, 2019 The Restated Bylaws of the Corporation (the “Bylaws”) are hereby amended as follows: 1. A new Article XI entitled “Forum Selection” shall be added to the Bylaws and the following paragraph shall be added to the Bylaws as a new section 11.1: “Forum Selection. Unless the Corporation consents i

June 10, 2019 EX-99.1

Press Release dated June 10, 2019

EX-99.1 Exhibit 99.1 Shutterfly, Inc. Agrees to be Acquired by Certain Funds Managed by Affiliates of Apollo Global Management in an All-Cash Transaction with an Enterprise Value of $2.7 Billion Shutterfly, Inc. stockholders to receive $51.00 per share in cash Redwood City, CA – June 10, 2019 – Shutterfly, Inc. (Nasdaq: SFLY) (“Shutterfly” or the “Company”), a leading retailer and manufacturing pl

June 10, 2019 EX-2.1

Agreement and Plan of Merger, dated June 10, 2019, by and among Photo Holdings, LLC, Photo Holdings Merger Sub, Inc., and Shutterfly, Inc.

EX-2.1 Table of Contents Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among PHOTO HOLDINGS, LLC, a Delaware limited liability company, PHOTO HOLDINGS MERGER SUB, INC., a Delaware corporation, and SHUTTERFLY, INC., a Delaware corporation Dated as of June 10, 2019 Table of Contents TABLE OF CONTENTS ARTICLE I DESCRIPTION OF TRANSACTION 2 Section 1.1 The Merger 2 Section 1.2 Effects of the

May 16, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d749979d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorp

May 7, 2019 DEFA14A

SFLY / Shutterfly, Inc. DEFA14A DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

May 6, 2019 EX-32.02

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).*

Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Michael Pope, Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (

May 6, 2019 EX-31.02

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Pope, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material

May 6, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33031 SHUTTERFLY, INC.

May 6, 2019 EX-31.01

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher North, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a mate

May 6, 2019 EX-32.01

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).*

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Christopher North, the President and Chief Executive Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (i)

April 29, 2019 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, $0.0001 par value, of Shutterfly, Inc., a Delaware corporation. This Joint Filing Agr

April 29, 2019 SC 13D

SFLY / Shutterfly, Inc. / Okumus Fund Management Ltd. - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Shutterfly, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 82568P304 (CUSIP Number) Ahmet H. Okumus OKUMUS FUND MA

April 25, 2019 EX-99.1

Shutterfly Announces First Quarter 2019 Financial Results

Shutterfly Announces First Quarter 2019 Financial Results REDWOOD CITY, California, April 25, 2019 - Shutterfly, Inc.

April 25, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 sfly-03312019x8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 25, 2019 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031

April 8, 2019 DEFR14A

SFLY / Shutterfly, Inc. DEFR14A

DEFR14A 1 d710209ddefr14a.htm DEFR14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

April 5, 2019 DEFA14A

SFLY / Shutterfly, Inc. DEFA14A

DEFA14A 1 d720362ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement. ☐ Confidential, for use of th

April 5, 2019 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d710209ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

April 5, 2019 DEF 14A

COURTESY PDF OF PROXY

April 4, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d697540d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorpora

April 4, 2019 EX-99.1

AMENDED AND RESTATED RETENTION AGREEMENT

EX-99.1 2 d697540dex991.htm EX-99.1 Exhibit 99.1 AMENDED AND RESTATED RETENTION AGREEMENT This Amended and Restated Retention Agreement (the “Agreement”) is entered into and effective as of [ ], 2019, by and between [ ] (the “Executive”) and Shutterfly, Inc., a Delaware corporation (the “Company”). This Agreement supersedes and replaces, in its entirety, that certain Retention Agreement dated [ ,

April 4, 2019 EX-99.3

LIFETOUCH INC PERFORMANCE-BASED PHANTOM STOCK UNIT AGREEMENT Full Name of Participant: Michael Meek Maximum No. of Units Covered: 30,135 Date of Grant: September 29, 2017 Maturity Date: September 29, 2021 Expected Distribution Date: December 15, 2021

EX-99.3 Exhibit 99.3 Employee Form LIFETOUCH INC PERFORMANCE-BASED PHANTOM STOCK UNIT AGREEMENT Full Name of Participant: Michael Meek Maximum No. of Units Covered: 30,135 Date of Grant: September 29, 2017 Maturity Date: September 29, 2021 Expected Distribution Date: December 15, 2021 PERFORMANCE UNITS EARNED — OPERATING INCOME Below Plan* Plan* Stretch* Maximum* 0 6,027 12,054 18,081 * See Paragr

April 4, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d870687d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorpora

April 4, 2019 EX-99.1

1

EX-99.1 Exhibit 99.1 Michael Meek 11000 Viking Drive Eden Prairie, Minnesota 55344 Re: Transition Agreement Dear Michael: As we discussed, October 15, 2019 (the “Separation Date) will be your last day of employment with Shutterfly, Inc. and Lifetouch, Inc. (the “Company”). This letter (the “Transition Agreement”) outlines the terms and conditions of your employment relationship with the Company fr

April 4, 2019 EX-99.2

CHANGE IN CONTROL SEVERANCE AGREEMENT

EX-99.2 Exhibit 99.2 CHANGE IN CONTROL SEVERANCE AGREEMENT This CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) is made and entered into as of August 21, 2017, by and between LIFETOUCH INC., a Minnesota corporation (“Lifetouch”) and Michael Meek, a resident of the state of Minnesota (“Executive”). WHEREAS, Executive is a key member of the management of Lifetouch and devotes substantial skill a

April 4, 2019 EX-99.4

LIFETOUCH INC TIME-BASED PHANTOM STOCK UNIT AGREEMENT Full Name of Participant: Michael Meek No. of Units Covered: 6,696 Date of Grant: September 29, 2017 Maturity Date: September 29, 2021 Expected Distribution Date: December 15, 2021 Vesting Schedul

EX-99.4 5 d870687dex994.htm EX-99.4 Exhibit 99.4 Employee Form LIFETOUCH INC TIME-BASED PHANTOM STOCK UNIT AGREEMENT Full Name of Participant: Michael Meek No. of Units Covered: 6,696 Date of Grant: September 29, 2017 Maturity Date: September 29, 2021 Expected Distribution Date: December 15, 2021 Vesting Schedule Pursuant to Paragraph 3 Cumulative Number Percent Of Vested Units Anniversary of Gran

March 1, 2019 EX-31.02

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Pope, certify that: 1. I have reviewed this annual report on Form 10-K of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fac

March 1, 2019 EX-10.23

Offer Letter dated May 14, 2018 for Mickey Mericle.*

EX-10.23 3 ex1023q4-18.htm EXHIBIT 10.23 [Shutterfly Letterhead] May 14, 2018 Maureen Michelle Mericle [Address] Dear Mickey: We are delighted to have you join the Shutterfly family, and look forward to welcoming you to the company. Accordingly, I am pleased to offer you a regular full-time position with Shutterfly, Inc., as Senior Vice President, Chief Marketing Officer, commencing on October 1,

March 1, 2019 EX-10.24

Shutterfly, Inc. Bonus Plan.*

Shutterfly, Inc. Performance Bonus Plan The Shutterfly, Inc. Performance Bonus Plan (“Plan”) is designed to motivate employees to consistently exceed our high standards and deliver world-class products and services. The Plan is designed to provide eligible participants with the opportunity to share in Shutterfly, Inc.’s (the “Company”) success and value creation with stockholders, thereby aligning

March 1, 2019 EX-31.01

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher North, certify that: 1. I have reviewed this annual report on Form 10-K of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a materia

March 1, 2019 EX-23.01

Consent of Independent Registered Public Accounting Firm.

Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-173987) and S-8 (No. 333-226737, No. 333-218438, No. 333-211706, No. 333-208793, No. 333-207616, No. 333-202142, No. 333-193941, No. 333-186675, No. 333-178986, No. 333-173939, No. 333-171632, No. 333-164268, No. 333-156659,

March 1, 2019 EX-32.01

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Christopher North, the President and Chief Executive Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (i)

March 1, 2019 EX-21.01

Subsidiaries of Registrant

EX-21.01 5 ex2101q4-18.htm EXHIBIT 21.01 Exhibit 21.01 List of Subsidiaries Lifetouch Inc. (Minnesota) Lifetouch National School Studios Inc (Minnesota) Lifetouch Portrait Studios Inc. (Minnesota)

March 1, 2019 EX-10.22

Offer Letter dated January 19, 2018 for Michael Meek.*

[Shutterfly Letterhead] January 12, 2018 Michael Meek [address] Dear Michael: We are delighted to have you join the Shutterfly family, and look forward to welcoming you to the company.

March 1, 2019 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33031 SHUTTERFLY, INC.

March 1, 2019 EX-32.02

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).

Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Michael Pope, Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (

February 14, 2019 SC 13G/A

SFLY / Shutterfly, Inc. / Park West Asset Management LLC - SC 13G/A Passive Investment

SC 13G/A 1 shutterfly13gam4dec312018.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 - Exit Filing)* SHUTTERFLY, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 82568P304 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of

February 11, 2019 SC 13G/A

SFLY / Shutterfly, Inc. / VANGUARD GROUP INC Passive Investment

shutterflyinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Shutterfly Inc Title of Class of Securities: Common Stock CUSIP Number: 82568P304 Date of Event Which Requires Filing of this Statement: January 31, 2019 Check the appropriate box to desig

February 8, 2019 SC 13G/A

SFLY / Shutterfly, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.

February 8, 2019 SC 13G/A

SFLY / Shutterfly, Inc. / VANGUARD GROUP INC Passive Investment

shutterflyinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Shutterfly Inc Title of Class of Securities: Common Stock CUSIP Number: 82568P304 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to desi

February 5, 2019 EX-99.1

Shutterfly Announces Fourth Quarter and Full Year 2018 Financial Results

Shutterfly Announces Fourth Quarter and Full Year 2018 Financial Results REDWOOD CITY, California, February 5, 2019 - Shutterfly, Inc.

February 5, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commiss

February 5, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2019 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commiss

February 5, 2019 EX-99.1

Shutterfly, Inc. Announces Formation of Strategic Review Committee

EX-99.1 2 d643117dex991.htm EX-99.1 Exhibit 99.1 Shutterfly, Inc. Announces Formation of Strategic Review Committee REDWOOD CITY, California (February 5, 2019)—Shutterfly, Inc. (NASDAQ:SFLY), the leading retailer and manufacturing platform dedicated to helping capture, preserve, and share life’s important moments, today announced that its Board of Directors has formed a Strategic Review Committee

February 5, 2019 EX-99.1

TRANSITION AGREEMENT

EX-99.1 Exhibit 99.1 TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is made by and between Christopher North (“Executive”) and Shutterfly, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and is effective as of the date it is signed by the Parties (the “Effective Date”). RECITALS WHEREAS, Executive is currently the President an

February 5, 2019 EX-99.2

Shutterfly, Inc. Announces CEO Transition President and CEO Christopher North to Remain through August 2019 to Facilitate Transition

EX-99.2 3 d642911dex992.htm EX-99.2 Exhibit 99.2 Shutterfly, Inc. Announces CEO Transition President and CEO Christopher North to Remain through August 2019 to Facilitate Transition REDWOOD CITY, California (February 5, 2019) — Shutterfly, Inc. (NASDAQ: SFLY), the leading retailer and manufacturing platform dedicated to helping capture, preserve, and share life’s important moments, announced today

February 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 sfly-12312018x8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 5, 2019 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-330

November 21, 2018 EX-99.1

Safe Harbor Disclaimer This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncer

EX-99.1 Exhibit 99.1 Analyst Day 2018 “Share life’s joy” 1Exhibit 99.1 Analyst Day 2018 “Share life’s joy” 1 Safe Harbor Disclaimer This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These forward‐looking statement

November 21, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d654968d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 20, 2018 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001

November 13, 2018 8-K

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 7, 2018 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94-3330068 (Com

November 7, 2018 EX-32.01

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).*

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Christopher North, the President and Chief Executive Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (i)

November 7, 2018 EX-31.01

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher North, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a mate

November 7, 2018 EX-10.01

Performance-Based Restricted Stock Unit Award for Christopher North

EX-10.01 2 ex1001q3-18.htm NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD SHUTTERFLY, INC. 2015 EQUITY INCENTIVE PLAN GRANT NUMBER: Unless otherwise defined herein, the terms defined in the Shutterfly, Inc. (the “Company”), 2015 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Performance-Based Restricted Stock Unit Award (the “Notice”) and the attached Pe

November 7, 2018 EX-10.02

Performance-Based Restricted Stock Unit Award for Michael Meek

EX-10.02 3 ex1002q3-18.htm NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD SHUTTERFLY, INC. 2015 EQUITY INCENTIVE PLAN GRANT NUMBER: Unless otherwise defined herein, the terms defined in the Shutterfly, Inc. (the “Company”), 2015 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Performance-Based Restricted Stock Unit Award (the “Notice”) and the attached Pe

November 7, 2018 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33031 SHUTTERFLY, INC.

November 7, 2018 EX-32.02

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).*

Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Michael Pope, Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (

November 7, 2018 EX-31.02

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Pope, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material

October 30, 2018 EX-99.1

Shutterfly Announces Third Quarter 2018 Financial Results

Shutterfly Announces Third Quarter 2018 Financial Results REDWOOD CITY, California, October 30, 2018 - Shutterfly, Inc.

October 30, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 sfly-09302018x8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 30, 2018 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-330

October 19, 2018 SC 13G/A

SFLY / Shutterfly, Inc. / Park West Asset Management LLC - SC 13G/A Passive Investment

SC 13G/A 1 shutterfly13gam3sep192018.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* SHUTTERFLY, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 82568P304 (CUSIP Number) September 19, 2018 (Date of Event Which Requires Filing of this Statemen

August 14, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d532934d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2018 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of inc

August 9, 2018 S-8

SFLY / Shutterfly, Inc. FORM S-8

Form S-8 As filed with the U.S. Securities and Exchange Commission on August 9, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Shutterfly, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 94-3330068 (State or Other Jurisdiction of Incorporation or Organization) (

August 9, 2018 10-Q

Quarterly Report - 10-Q

10-Q 1 sfly-06302018x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

August 7, 2018 EX-99.1

Shutterfly Announces Second Quarter 2018 Financial Results

Shutterfly Announces Second Quarter 2018 Financial Results REDWOOD CITY, Calif. August 7, 2018 - Shutterfly, Inc. (NASDAQ:SFLY), the leading online retailer and manufacturer of high-quality personalized products and services, today announced financial results for the second quarter ended June 30, 2018. “With the closing of the Lifetouch acquisition, the second quarter of 2018 marks the beginning o

August 7, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2018 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94-3330068 (Commission Fil

June 8, 2018 EX-99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based upon the audited and unaudited historical financial information of Shutterfly, Inc. (“Shutterfly” or the “Company”) and Lifetouch Inc. (“Lifetouch”) as adjusted to give effect to the following transaction (the “Transaction”): The Tran

June 8, 2018 8-K/A

Financial Statements and Exhibits

8-K/A 1 d601519d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (AMENDMENT No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 2, 2018 Shutterfly, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-33031 94-3330068 (State or Other Jur

May 24, 2018 EX-99.1

Shutterfly Announces Results of Annual Meeting of Stockholders

EX-99.1 Exhibit 99.1 Shutterfly Announces Results of Annual Meeting of Stockholders REDWOOD CITY, California (May 23, 2018) — Shutterfly, Inc. (NASDAQ:SFLY), the leading digital retailer and manufacturer of high-quality personalized products and services, announced that stockholders voted in favor of all four proposals at the company’s 2018 Annual Meeting of Stockholders. Shutterfly’s management t

May 24, 2018 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d593407d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2018 Shutterfly, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94-333006

May 14, 2018 DEFA14A

SFLY / Shutterfly, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement.

May 10, 2018 10-Q

SFLY / Shutterfly, Inc. 10-Q (Quarterly Report)

10-Q 1 sfly-03312018x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

May 8, 2018 SC 13G/A

SFLY / Shutterfly, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

SC 13G/A 1 a18-130414sc13ga.htm SC 13G/A OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: February 28, 2009 Washington, D.C. 20549 Estimated average burden hours per response..........10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Shutterfly, Inc. (Name of Issuer) Common (Title of Class of Securities) 82568P304 (CUSIP Numb

May 1, 2018 EX-99.1

Shutterfly Announces First Quarter 2018 Financial Results

Shutterfly Announces First Quarter 2018 Financial Results REDWOOD CITY, Calif. May 1, 2018 - Shutterfly, Inc. (NASDAQ:SFLY), the leading online retailer and manufacturer of high-quality personalized products and services, today announced financial results for the first quarter ended March 31, 2018. “The first quarter of 2018 was a good start to the year for Shutterfly, led by healthy Shutterfly or

May 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 sfly-03312018x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 1, 2018 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-3303

April 13, 2018 DEFA14A

SFLY / Shutterfly, Inc. FORM DEFA14A

DEFA14A 1 d567767ddefa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

April 13, 2018 DEF 14A

COURTESY PDF OF PROXY

April 13, 2018 DEF 14A

Appendix A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 2, 2018 EX-99.4

LIFETOUCH INC. C O N T E N T S PAGE INDEPENDENT AUDITOR’S REVIEW REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheet 2-3 Consolidated Statement of Operations 4 Consolidated Statement of Comprehensive Income 5 Consolidate

EX-99.4 6 d556748dex994.htm EX-99.4 Exhibit 99.4 LIFETOUCH INC. MINNEAPOLIS, MINNESOTA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) DECEMBER 31, 2017 AND JUNE 30, 2017 AND THE SIX MONTHS ENDED DECEMBER 31, 2017 AND 2016 LIFETOUCH INC. C O N T E N T S PAGE INDEPENDENT AUDITOR’S REVIEW REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheet 2-3 Consolidated Statement of Op

April 2, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 d556748d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2018 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incor

April 2, 2018 EX-99.1

INCREMENTAL TERM LOAN AMENDMENT

EX-99.1 3 d556748dex991.htm EX-99.1 Exhibit 99.1 EXECUTION VERSION INCREMENTAL TERM LOAN AMENDMENT INCREMENTAL TERM LOAN AMENDMENT, dated as of April 2, 2018 (this “Amendment”), to the Credit Agreement, dated as of August 17, 2017 (as amended prior to the date hereof, as amended by this Amendment, and as further amended, amended and restated, supplemented or otherwise modified from time to time, t

April 2, 2018 EX-99.2

3 Contacts Investor Relations: Shawn Tabak, 650-610-6026 [email protected] Media Relations: Nicole Stier, 650-610-6013 [email protected]

EX-99.2 4 d556748dex992.htm EX-99.2 Exhibit 99.2 Shutterfly Inc. Closes Transformational Acquisition of Lifetouch • Company Issues $825M Term Loan B to Finance Acquisition • Updated Credit Ratings Maintain Ba3/BB- Rating REDWOOD CITY, CA (April 2, 2018) – Shutterfly (NASDAQ: SFLY), the leading online retailer and manufacturer of high-quality personalized products and services, today announced it h

April 2, 2018 EX-99.3

LIFETOUCH INC. PAGE REPORT OF INDEPENDENT AUDITORS 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet 2-3 Consolidated Statement of Operations 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Stockholders’ Equi

EX-99.3 5 d556748dex993.htm EX-99.3 Exhibit 99.3 LIFETOUCH INC. MINNEAPOLIS, MINNESOTA CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2017, 2016, AND 2015 LIFETOUCH INC. CONTENTS PAGE REPORT OF INDEPENDENT AUDITORS 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet 2-3 Consolidated Statement of Operations 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement

February 28, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2018 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission File

February 27, 2018 SC 13G/A

SFLY / Shutterfly, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.

February 20, 2018 EX-32.02

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).

Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Michael Pope, Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (

February 20, 2018 EX-10.44

Offer Letter dated June 7, 2017 for Scott Arnold.

[Shutterfly Letterhead] June 7, 2017 Scott Arnold [Address] This letter supersedes any previous communication regarding this matter Dear Scott: We are delighted to have you join the Shutterfly family, and look forward to welcoming you to the company.

February 20, 2018 EX-10.43

Offer Letter dated January 9, 2017 for Michele Anderson.

EX-10.43 2 ex1043q4-17.htm EXHIBIT 10.43 [Shutterfly Letterhead] January 6, 2017 This letter supersedes any previous communication regarding this matter Michele Anderson [Address] Dear Michele: We are delighted to have you join the Shutterfly family, and look forward to welcoming you into our organization. Accordingly, I am pleased to offer you a regular full-time position with Shutterfly, Inc., a

February 20, 2018 EX-31.01

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher North, certify that: 1. I have reviewed this annual report on Form 10-K of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a materia

February 20, 2018 EX-23.01

Consent of Independent Registered Public Accounting Firm.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S‑3 (No.

February 20, 2018 EX-32.01

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Christopher North, the President and Chief Executive Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (i)

February 20, 2018 10-K

SFLY / Shutterfly, Inc. 10-K (Annual Report)

10-K 1 sfly-12312017x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

February 20, 2018 EX-31.02

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Pope, certify that: 1. I have reviewed this annual report on Form 10-K of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fac

February 14, 2018 SC 13G/A

SFLY / Shutterfly, Inc. / Park West Asset Management LLC - SHUTTERFLY AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 shutterfly13gam2dec312017.htm SHUTTERFLY AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SHUTTERFLY, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 82568P304 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing

February 14, 2018 SC 13G/A

SFLY / Shutterfly, Inc. / Fine Capital Partners, L.P. Passive Investment

SC 13G/A 1 d780854113g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Shutterfly, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 82568P304 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 13, 2018 EX-99.1

Lenders’ Presentation “Helping people share life’s joy” February 2018 CONFIDENTIAL

EX-99.1 Exhibit 99.1 Lenders? Presentation ?Helping people share life?s joy? February 2018 CONFIDENTIAL Safe Harbor Disclaimer This presentation contains ?forward-looking? statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These forward-looking statements i

February 13, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission

February 12, 2018 SC 13G/A

SFLY / Shutterfly, Inc. / VANGUARD GROUP INC - 3G/A (Passive Investment)

SC 13G/A 1 shutterflyinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Shutterfly Inc Title of Class of Securities: Common Stock CUSIP Number: 82568P304 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the rule pursuant to which

February 12, 2018 SC 13G/A

SFLY / Shutterfly, Inc. / VANGUARD GROUP INC Passive Investment

shutterflyinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Shutterfly Inc Title of Class of Securities: Common Stock CUSIP Number: 82568P304 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to desi

February 7, 2018 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Thomas D. Hughes, authorizes and designates Michael Pope, Jason Sebring and Maura Fleming to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in sec

January 30, 2018 EX-2.1

Stock Purchase Agreement dated January 30, 2018 by and between Shutterfly, Inc., Lifetouch Inc. and Lifetouch Inc. Employee Stock Ownership Trust.

EX-2.1 2 d470628dex21.htm EX-2.1 Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT dated as of January 30, 2018 by and among Lifetouch Inc. Employee Stock Ownership Trust, Seller, Lifetouch Inc., the Company, and Shutterfly, Inc., as Buyer TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1. Certain Defined Terms 1 Article II THE PURCHASE AND SALE 12 Section 2.1. Closing 12 Section 2.2. Pur

January 30, 2018 EX-99.1

MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036

EX-99.1 Exhibit 99.1 EXECUTION VERSION MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 January 30, 2018 Shutterfly, Inc. 2800 Bridge Parkway Redwood City, CA 94065 Attention: Jason Sebring, Vice President and General Counsel Shutterfly, Inc. Commitment Letter $825,000,000 Incremental Facility Ladies and Gentlemen: Shutterfly, Inc., a Delaware corporation (?you? or the ?B

January 30, 2018 EX-99.2

1

EX-99.2 4 d470628dex992.htm EX-99.2 Exhibit 99.2 Shutterfly Inc. Announces Definitive Agreement to Acquire Privately-Held Lifetouch • Combination significantly expands customer base and product range • Lifetouch achieved revenue of $963.9 million and EBITDA of $111.3 million for the period ended June 30, 2017 • Acquisition adds significant Revenue, Adjusted EBITDA, and Cash Flow in the next twelve

January 30, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2018 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission F

January 30, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 sfly-12312017x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 30, 2018 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001

January 30, 2018 EX-99.1

Shutterfly Announces Fourth Quarter and Full Year 2017 Financial Results

Exhibit Shutterfly Announces Fourth Quarter and Full Year 2017 Financial Results REDWOOD CITY, Calif.

October 31, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33031 SHUTTERFLY, INC.

October 24, 2017 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

8-K 1 sfly-09302017x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 24, 2017 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001

October 24, 2017 EX-99.1

Shutterfly Announces Third Quarter 2017 Financial Results

Exhibit Shutterfly Announces Third Quarter 2017 Financial Results REDWOOD CITY, Calif.

August 17, 2017 8-K

Shutterfly 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2017 SHUTTERFLY, INC. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisdiction of incorporation) (Commission Fi

August 17, 2017 EX-10.1

Credit Agreement, dated as of August 17, 2017, by and among Shutterfly, Inc., the Lenders (as defined therein) and Morgan Stanley Senior Funding, Inc. (incorporated by reference to Exhibit 10.01 to Shutterfly's Current Report Form 8-K filed on August 17, 2017).

EX-10.1 Exhibit 10.1 EXECUTION VERSION $500,000,000 CREDIT AGREEMENT dated as of August 17, 2017, among SHUTTERFLY, INC., The Lenders and Issuing Banks Party Hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN STANLEY SENIOR FUNDING, INC., SUNTRUST ROBINSON HUMPHREY, INC., BMO CAPITAL MARKETS CORP., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, U.S. BANK N

August 2, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

10-Q 1 sfly-06302017x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

July 25, 2017 8-K/A

Submission of Matters to a Vote of Security Holders

8-K/A 1 sfly-072517x8kxfrequencyof.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 24, 2017 Shutterfly, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33031 94-3330068 (State or other jurisd

July 25, 2017 EX-99.1

Shutterfly Announces Second Quarter 2017 Financial Results

EX-99.1 2 q2sfly-06302017resultsrele.htm EXHIBIT 99.1 Shutterfly Announces Second Quarter 2017 Financial Results REDWOOD CITY, Calif. July 25, 2017 - Shutterfly, Inc. (NASDAQ:SFLY), the leading online retailer and manufacturer of high-quality personalized products and services, today announced financial results for the second quarter ended June 30, 2017. “Q2 was a solid quarter for Shutterfly, led

July 25, 2017 8-K

Shutterfly 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 25, 2017 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94-3330068 (Commis

July 5, 2017 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Jason Arnold, authorizes and designates Michael Pope, Jason Sebring and Maura Fleming to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.

June 20, 2017 CORRESP

Shutterfly ESP

CORRESP 1 filename1.htm SHUTTERFLY, INC. 2800 Bridge Parkway Redwood City, California 94065 June 20, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Carlos Pacho, Senior Assistant Chief Accountant, AD Office 11 - Telecommunications Inessa Kessman, Senior Staff Accountant Ivette Leon, Assistant Chief

June 2, 2017 S-8

Shutterfly S-8

S-8 As filed with the Securities and Exchange Commission on June 1, 2017 Registration No.

June 2, 2017 EX-99.2

Form of Stock Option Agreement and Notice of Stock Option Grant under the 2015 Equity Incentive Plan incorporated by reference to Exhibit 99.2 of the Registrant’s Registration Statement on Form S-8 filed on June 2, 2017 (Registration No. 333-218438)

EX-99.2 4 d380734dex992.htm EX-99.2 Exhibit 99.2 Exhibit A-2 NOTICE OF STOCK OPTION GRANT SHUTTERFLY, INC. 2015 EQUITY INCENTIVE PLAN (U.S. FORM) GRANT NUMBER: Unless otherwise defined herein, the terms defined in the Shutterfly, Inc. (the “Company”) 2015 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Stock Option Grant (the “Notice of Grant”) and the attached St

May 25, 2017 EX-99.1

Shutterfly Announces Results of Annual Meeting of Stockholders

EX-99.1 Exhibit 99.1 Shutterfly Announces Results of Annual Meeting of Stockholders REDWOOD CITY, California (May 25, 2017) ? Shutterfly, Inc. (NASDAQ:SFLY), the leading online retailer and manufacturer of high-quality personalized products and services, announced that stockholders voted in favor of all 5 proposals at the company?s 2017 Annual Meeting of Stockholders. The voting results are as fol

May 25, 2017 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d380601d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 24, 2017 Shutterfly, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94-333006

May 12, 2017 DEFA14A

Shutterfly DEFA14A

DEFA14A 1 d366782ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement. ☐ Confidential, for use of th

May 5, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33031 SHUTTERFLY, INC.

April 26, 2017 EX-99.1

Shutterfly Announces First Quarter 2017 Financial Results

Exhibit Shutterfly Announces First Quarter 2017 Financial Results REDWOOD CITY, Calif.

April 26, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 sfly-03312017x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 25, 2017 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-3

April 19, 2017 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Jason Sebring, authorizes and designates Michael Pope and Lisa Blackwood-Kapral to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.

April 18, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d338527d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2017 Shutterfly, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94

April 18, 2017 EX-99.1

Shutterfly Board Authorizes Additional $140.0 Million For Share Repurchase Program

EX-99.1 Exhibit 99.1 Shutterfly Board Authorizes Additional $140.0 Million For Share Repurchase Program REDWOOD CITY, April 18, 2017 ? Shutterfly, Inc. (NASDAQ:SFLY) today announced that its Board of Directors approved an increase of $140.0 million to its ongoing share repurchase program, bringing the total authorized amount available for repurchase to $202.8 million. From January 2014 to March 31

April 14, 2017 DEFA14A

Shutterfly DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement.

April 14, 2017 DEF 14A

Shutterfly DEFINITIVE PROXY STATEMENT

DEF 14A 1 d355030ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the C

April 7, 2017 CORRESP

Shutterfly ESP

Document SHUTTERFLY, INC. 2800 Bridge Parkway Redwood City, California 94065 April 7, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Terry French, Senior Assistant Chief Accountant, AD Office 11 - Telecommunications Inessa Kessman, Senior Staff Accountant Ivette Leon, Assistant Chief Accountant Re:

March 24, 2017 CORRESP

Shutterfly ESP

CORRESP 1 filename1.htm SHUTTERFLY, INC. 2800 Bridge Parkway Redwood City, California 94065 March 24, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Terry French, Senior Assistant Chief Accountant, AD Office 11 - Telecommunications Inessa Kessman, Senior Staff Accountant Ivette Leon, Assistant Chief

March 1, 2017 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Michele Anderson, authorizes and designates Michael Pope and Jason Sebring to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.

February 23, 2017 EX-99.1

Shutterfly, Inc. Names Will Lansing Chairman of the Board

EX-99.1 2 willlansingpressrelease.htm EXHIBIT 99.1 Shutterfly, Inc. Names Will Lansing Chairman of the Board REDWOOD CITY, California (February 22, 2017) - Shutterfly, Inc. (NASDAQ:SFLY), the leading online retailer and manufacturer of high-quality personalized products and services, today named technology executive Will Lansing, as chairman of the Shutterfly board of directors. Brian Swette, who

February 23, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 sfly-02222017x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) to Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2017 Shutterfly, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94

February 22, 2017 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Will Lansing, authorizes and designates Michael Pope and Jason Sebring to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.

February 22, 2017 SC 13G/A

SFLY / Shutterfly, Inc. / Park West Asset Management LLC - SHUTTERFLY 13G/AM1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SHUTTERFLY, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 82568P304 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 17, 2017 EX-99.1

Amended and Restated Retention Agreement

Exhibit Amended and Restated Retention Agreement This Amended and Restated Retention Agreement (the ? Agreement ?) is entered into as of [], 2017, by and between [Executive] (the ? Executive ?) and Shutterfly, Inc.

February 17, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 16, 2017 Shutterfly, Inc.

February 14, 2017 SC 13G

SFLY / Shutterfly, Inc. / Fine Capital Partners, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33031 SHUTTERFLY, INC.

February 13, 2017 SC 13G/A

SFLY / Shutterfly, Inc. / VANGUARD GROUP INC Passive Investment

shutterflyinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Shutterfly Inc Title of Class of Securities: Common Stock CUSIP Number: 82568P304 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to desi

February 9, 2017 SC 13G/A

SFLY / Shutterfly, Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.

February 2, 2017 EX-99.1

Shutterfly Announces Fourth Quarter and Full Year 2016 Financial Results

Exhibit Shutterfly Announces Fourth Quarter and Full Year 2016 Financial Results ? Full Year 2016 net revenues increased 7% year-over-year to $1.

February 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 sfly-12312016x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 1, 2017 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001

December 9, 2016 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, H. Tayloe Stansbury, authorizes and designates Jason Sebring and Ray Amanquah to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of S

December 9, 2016 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Elizabeth P. Sartain, authorizes and designates Jason Sebring and Ray Amanquah to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of

December 8, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d279104d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 7, 2016 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-

December 8, 2016 EX-99.1

Shutterfly, Inc. Elects Elizabeth Sartain and Tayloe Stansbury to Board of Directors

EX-99.1 2 d279104dex991.htm EX-99.1 Exhibit 99.1 Shutterfly, Inc. Elects Elizabeth Sartain and Tayloe Stansbury to Board of Directors REDWOOD CITY, California (December 7, 2016) – Shutterfly, Inc. (NASDAQ:SFLY), the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands, today announced that it has elected two new i

November 4, 2016 EX-32.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Christopher North, the President and Chief Executive Officer of Shutterfly, Inc. (the ?Company?), pursuant to 18 U.S.C. ?1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (i)

November 4, 2016 EX-31.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher North, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a mate

November 4, 2016 EX-32.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Michael Pope, Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the ?Company?), pursuant to 18 U.S.C. ?1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (

November 4, 2016 EX-31.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Pope, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material

November 4, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

10-Q 1 sfly-9302016x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

October 26, 2016 EX-99.01

Shutterfly Announces Third Quarter 2016 Financial Results

Exhibit Shutterfly Announces Third Quarter 2016 Financial Results ? Third quarter 2016 net revenues increase 12% year-over-year ? Shutterfly Business Solutions segment revenues increase 47% year-over-year REDWOOD CITY, Calif.

October 26, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 sfly-09302016x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 26, 2016 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001

October 24, 2016 SC 13G

SFLY / Shutterfly, Inc. / Park West Asset Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SHUTTERFLY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 82568P304 (CUSIP Number) OCTOBER 14, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

October 21, 2016 EX-99.1

Shutterfly, Inc. Elects Eva Manolis to Board of Directors

EX-99.1 Exhibit 99.1 Shutterfly, Inc. Elects Eva Manolis to Board of Directors REDWOOD CITY, California (October 21, 2016) ? Shutterfly, Inc. (NASDAQ:SFLY), the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands, today announced the addition of Eva Manolis to its board of directors. Most recently, Ms. Manolis se

October 21, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d254675d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 18, 2016 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-

October 21, 2016 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Eva Manolis, authorizes and designates Jason Sebring and Ray Amanquah to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.

August 4, 2016 EX-10.03

Inducement Stock Option Award, including Notice of Grant, dated March 15, 2016, by and between Shutterfly, Inc. and Christopher North.

Exhibit 10.03 NOTICE OF INDUCEMENT STOCK OPTION GRANT SHUTTERFLY, INC. ?Notice of Grant? GRANT NUMBER: 00004045 You have been granted an Option to purchase shares of Common Stock of the Company subject to the terms and conditions of this Notice of Stock Option Grant (the ?Notice of Grant?), the attached Stock Option Agreement (the ?Option Agreement?) and your Offer Letter (as defined below), as fo

August 4, 2016 EX-32.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Michael Pope, Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (

August 4, 2016 EX-10.04

Inducement Restricted Stock Unit Award, including Notice of Grant, dated March 15, 2016, by and between Shutterfly, Inc. and Christopher North.

EX-10.04 3 ex1004q2-16.htm EXHIBIT 10.04 Exhibit 10.04 NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT AWARD SHUTTERFLY, INC. “Notice of Grant” GRANT NUMBER: R0007821 You (“Participant”) have been granted an award of Restricted Stock Units (“RSUs”), subject to the terms and conditions of the attached Inducement Award Agreement (Restricted Stock Units) (hereinafter “RSU Agreement”) and your Offer Letter

August 4, 2016 EX-32.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Christopher North, the President and Chief Executive Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that: (i)

August 4, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

10-Q 1 sfly-6302016x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi

August 4, 2016 EX-31.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher North, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a mate

August 4, 2016 EX-31.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Pope, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material

August 4, 2016 EX-10.05

Amended and Restated Credit Agreement, dated June 10, 2016, by and among the Company, the Lenders (as defined therein) and JPMorgan Chase Bank, N.A.

Exhibit 10.05 CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CREDIT AGREEMENT dated as of November 22, 2011, as amen

July 27, 2016 8-K

Shutterfly 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 27, 2016 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94-3330068 (Commis

July 27, 2016 EX-99.1

Shutterfly Announces Second Quarter 2016 Financial Results

Exhibit Shutterfly Announces Second Quarter 2016 Financial Results ? Second quarter 2016 net revenues increase 11% year-over-year ? Shutterfly Business Solutions segment revenues double year-over-year REDWOOD CITY, Calif.

June 23, 2016 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Elizabeth Rafael, authorizes and designates Michael Pope and Ray Amanquah to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.

June 22, 2016 8-K

Shutterfly FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 21, 2016 Shutterfly, Inc.

June 17, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d212596d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2016 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-330

June 17, 2016 EX-99.1

June 14, 2016

EX-99.1 Exhibit 99.1 June 14, 2016 Shutterfly, Inc. Board of Directors: Please accept this letter as a formal notice of my decision to resign as Non-Executive Chairman and as a member of the Board of Directors of Shutterfly, Inc. at the annual meeting on June 21, 2016. My decision to resign is not due to a disagreement with the company on any matter related to its operations, policies or practices

June 17, 2016 EX-99.2

Shutterfly, Inc. Announces Resignation of Philip Marineau from Board of Directors

EX-99.2 Exhibit 99.2 Shutterfly, Inc. Announces Resignation of Philip Marineau from Board of Directors REDWOOD CITY, California (June 17, 2016) ? Shutterfly, Inc. (NASDAQ:SFLY), the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands, today announced that Philip Marineau will resign as chairman and from Shutterfl

June 15, 2016 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d211138d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 10, 2016 Shutterfly, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 99-

June 2, 2016 EX-24

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned, Christopher North, authorizes and designates Michael Pope and Ray Amanquah to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.

May 31, 2016 DEFR14A

Shutterfly DEFR14A

DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

May 31, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d189157d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 31, 2016 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-3303

May 31, 2016 S-8

Shutterfly S-8

S-8 As filed with the Securities and Exchange Commission on May 31, 2016 Registration No.

May 31, 2016 EX-4.3

NOTICE OF INDUCEMENT STOCK OPTION GRANT SHUTTERFLY, INC. “Notice of Grant” GRANT NUMBER:

EX-4.3 Exhibit 4.3 NOTICE OF INDUCEMENT STOCK OPTION GRANT SHUTTERFLY, INC. ?Notice of Grant? GRANT NUMBER: You have been granted an Option to purchase shares of Common Stock of the Company subject to the terms and conditions of this Notice of Stock Option Grant (the ?Notice of Grant?), the attached Stock Option Agreement (the ?Option Agreement?) and your Offer Letter (as defined below), as follow

May 31, 2016 EX-4.2

NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT AWARD SHUTTERFLY, INC. “Notice of Grant” GRANT NUMBER:

EX-4.2 2 d194620dex42.htm EX-4.2 Exhibit 4.2 NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT AWARD SHUTTERFLY, INC. “Notice of Grant” GRANT NUMBER: You (“Participant”) have been granted an award of Restricted Stock Units (“RSUs”), subject to the terms and conditions of the attached Inducement Award Agreement (Restricted Stock Units) (hereinafter “RSU Agreement”) and your Offer Letter (as defined below)

May 10, 2016 PX14A6G

Shutterfly A6G

PX14A6G 1 px14a6g0800900305092016.htm United States Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1. Name of Registrant: SHUTTERFLY, INC. 2. Name of person relying on exemption: MARATHON PARTNERS EQUITY MANAGEMENT, LLC 3. Address of person relying on exemption: One Grand Central Place 60 East 42nd Street, Suite 2306 New York, New York 10165 4. Written materi

May 6, 2016 DEFA14A

Shutterfly DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 d124657ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement. ¨ Con

May 6, 2016 DEF 14A

Shutterfly DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 5, 2016 EX-99.2

Shutterfly, Inc. Announces Resignation of Mario Cibelli from Board of Directors

EX-99.2 Exhibit 99.2 Shutterfly, Inc. Announces Resignation of Mario Cibelli from Board of Directors REDWOOD CITY, California (May 5, 2016) ? Shutterfly, Inc. (NASDAQ:SFLY), the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands, today announced that Mario Cibelli will be resigning from Shutterfly?s Board of Dir

May 5, 2016 EX-99.1

May 4th, 2016

EX-99.1 Exhibit 99.1 May 4th, 2016 Mr. Philip Marineau Board Chairman and acting Chief Executive Officer Shutterfly, Inc. 2800 Bridge Parkway Redwood City, CA 94065 Dear Phil: Please accept this letter as formal notice of my decision to resign from the Board of Directors of Shutterfly, Inc. effective Thursday, May 5th, 2016. My decision is not due to a disagreement with the company on any matter r

May 5, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d193682d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2016 Shutterfly, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-33031 94-3

May 4, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

10-Q 1 sfly-3312016x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

May 4, 2016 EX-31.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Phil Marineau, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

May 4, 2016 EX-10.04

Form of Amendment to Executive Retention Agreement.

AMENDMENT NUMBER 1 TO RETENTION AGREEMENT This Amendment Number 1 to the Retention Agreement dated January 1, 2016 (the ?Executive Retention Agreement?), by and between Shutterfly, Inc.

May 4, 2016 EX-10.03

Form of Executive Change in Control Agreement.

CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (?Change in Control Agreement?) between Shutterfly, Inc.

May 4, 2016 EX-31.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Pope, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Shutterfly, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

May 4, 2016 EX-32.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 The undersigned, Phil Marineau, the Chairman and Interim Chief Executive Officer of Shutterfly, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies that: (i) the Quarterly Report on Form 10-Q for the period ended March 31, 2016 of the Company (the “Report”) fully complies with the requirements

May 4, 2016 EX-32.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 The undersigned, Michael Pope, Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the ?Company?), pursuant to 18 U.S.C. ?1350, hereby certifies that: (i) the Quarterly Report on Form 10-Q for the period ended March 31, 2016 of the Company (the ?Report?) fully complies with the requirements

April 29, 2016 10-K/A

Shutterfly AMENDMENT NUMBER 1 TO 10-K (Annual Report)

Amendment Number 1 to 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A (Amendment No.

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